TO THE MEMBERS
Your Directors are pleased to present the 38th Annual Report on the Businessand operations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2020.
The COVID-19 pandemic has caused disruption creating an unprecedented impact on thefinancial wellbeing of nations corporations and individuals. A detailed discussion onimpact of COVID-19 on the operations of the Company is covered in the 'ManagementDiscussion and Analysis.
CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM
In view of the prevailing COVID-19 situation and consequent lockdown across thecountry the Ministry of Corporate Affairs (MCA) has exempted companies from circulationof physical copies of Annual Report for FY2020.Accordingly the Annual Report of theCompany for F.Y 2019-2020 is being sent only by email to the members and all otherpersons/entities entitled to receive the same. This Annual Report along with otherdocuments is also available on the Company's website at www.manvijay.com
The financial performance of your Company for the year ended March 31 2020 issummarized below:
(Amount in Rs.)
|Particulars ||Standalone ||Consolidated |
| ||2019-2020 ||2018-2019 ||2019-2020 ||2018-2019 |
|Net Sales/ Income from Operations ||1041863 ||- ||1041863 ||- |
|Other Income ||1010669 ||1359510 ||1011210 ||1359510 |
|Total Income ||2052531 ||1359510 ||2053073 ||1359510 |
|Total Expenses ||11077782 ||2906911 ||11163382 ||3042421 |
|Profit/(Loss) from operations before exceptional items and Tax ||-9025251 ||-1547401 ||-9110309 ||-1682911 |
|Profit/(Loss) before Tax ||-9025251 ||-1547401 ||-9110309 ||-1682911 |
|Tax Expense ||82088 ||19793 ||82088 ||19793 |
|Net Profit After Tax ||-9107339 ||-1567194 ||-9192397 ||-1702704 |
The Board of Directors does not recommend any Dividend for the year under review.
There are no reserves have been transferred to the Profit & Loss account.
OPERATIONS / STATE OF THE COMPANY'S AFFAIRS:
There has been change in the management & control of the Company during the year& new management took the control of the Company from 1st October 2019.The previous main object of the Company was development of real estate activities &investment in group Company. The new management changed the main object & name of theCompany during the year. The present management are engaged in the business activities ofmanufacturing/trading of electrical vehicles; scooters; by-cycles; electronic goods; homeappliances; hospitality sector; herbal & ayurvedic sector & real estate sector.The Company's present management is operating from Vadodara office. There has been changein the Capital structure of the Company. There has been change in the KMP/Auditor of theCompany pursuant to change in the management of the Company. The Company has also changedits name from "Manvijay Development Company Limited" to "WardwizardInnovations & Mobility Limited" during the year. The re-classification of thepromoters has also been approved by BSE Limited. The books of accounts & businessactivities are being carried out from Vadodara & KMPs are located in the officesituated at Vadodara. The Company has obtained shareholders' approval for shifting ofregistered office of the Company from the state of Maharashtra to the state of Gujaratsubject to regulatory approval which is pending as on date. Due to change in themanagement of the Company; change in the object clause the operations of the Company waseffected. The Company has incurred a loss of Rs. 91 lakhs which was mainly due topre-operative expenses; employees cost; regulatory fees for increase in capital; change inobject/name clause & other operational expenses.
During the year under review there has been change in the Share Capital of the Company.The Company has allotted 8 45000 Equity Shares on 20th March 2020 toPromoter/ Promoters group pursuant to conversion of warrants. The Company's Equity sharecapital as on 31st March 2020 was Rs.732.50 lakhs divided in to 73 25000Equity Shares of Rs. 10/- each. Further the Company has allotted 11438200 Equity Shareson 13th June 2020 & 1430000 Equity Shares on 19th June 2020at an issue price of Rs. 10/- per shares to promoters & strategic investors group notforming part of the promoter group pursuant to conversion of warrants. Further theCompany has allotted 17 50000/- Equity Shares on 22nd August 2020 at anissue price of Rs. 32/- (including premium of Rs. 22 per Equity Share). The presentpaid-up capital of the Company as on the date of report is 2 19 43200 Equity Shares ofRs. 10/- each & all the shares are listed & tradable as on date (except 1750000equity shares for which listing application is under process as on the date of thisreport after which trading application will be made however Company has receivedIn-Principle approval from BSE Limited for issue of 17 50000 equity shares).
HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES AS PER COMPANIES ACT2013:
A report highlighting performance of the subsidiary and their contribution to theoverall performance of the Company is provided in the Consolidated Financial Statements. AStatement containing salient features of the financial statement of the Subsidiary Companyis attached as Annexure 2 in Form AOC-1.
During the period under review the company does not having any associates and jointventure companies as per the Companies Act 2013.The Company has placed a Policy forMaterial Subsidiaries on its website www.manvijay.com.
CONSOLIDATED FINANCIAL STATEMENT:
The audited consolidated financial statement of the Company prepared in accordance withthe applicable Accounting Standards along with all relevant documents and the Auditors'Report forms part of this Annual Report. The financial statements of Subsidiary companyunder the Companies Act 2013 are not attached along with the financial statements of theCompany. Separate audited financial statement of the subsidiary is placed on the websiteof the Company at website www.manvijay.com The Company will provide the financialstatements of subsidiary upon receipt of a written request from any member of the Companyinterested in obtaining the same.
ACCEPTANCE OF PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public or its employees during theyear under review. The details of loans and advances which are required to be disclosedin the annual accounts of the Company are given under note 12 of the financial Statement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report which gives a detailed account of stateof affairs of the Company's operations forms a part of this Annual Report as Annexure 1.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
The entire Board of the Company has undergone changes during the year pursuant tochange in the management of the Company. The details of directors appointed & resignedduring the year are as follows;
|Sr. No DIN ||Name of Director ||Designation-Category ||Original Date of Appointment ||Date of Cessation |
|1 01595576 ||Nitin Manohar Pradhan ||Managing Director ||14-01-2013 ||03-10-2019 |
|2 01627690 ||Prabhakar Shankar Patil ||Executive Director ||02-05-2015 ||03-10-2019 |
|3 03274668 ||Dilip Madhusudan Joshi ||Independent Director ||29-06-2012 ||09-10-2019 |
|4 07746698 ||Dolly Dhanresha ||Independent Director ||25-02-2017 ||09-10-2019 |
|5 08198602 ||Harish Kharvi ||Independent Director ||11-08-2018 ||09-10-2019 |
|6 07261150 ||Yatin Sanjay Gupte ||Managing Director ||03-10-2019 ||- |
|7 01292764 ||Deepak Rawal ||Non-Executive - Non Whole Time Independent Director ||03-10-2019 ||13-06-2020 |
|8 08584226 ||Devyani Kamlesh Gupta ||Non-Executive - Non ||03-10-2019 ||- |
| || ||Whole Time Independent Director || || |
|9 06453413 ||Sheetal Bhalerao ||Non-Executive - Non Whole Time Independent Director ||03-10-2019 ||11-12-2019 |
|10 07274241 ||Sajidhusain Ismailmiya Malek ||Non-Executive - Non Whole Time Independent Director ||14-11-2019 ||13-06-2020 |
|11 08693675 ||Bhargav Govindprasad Pandya ||Non-Executive - Non Whole Time Independent Director ||13-06-2020 || |
|12 08763757 ||Mukesh Bapulal Kaka ||Non-Executive - Non Whole Time Independent Director ||13-06-2020 || |
|13 08286993 ||SANJAY GUPTE ||Executive NonIndependent Director ||22-08-2020 ||- |
|14 08857960 ||SNEHASHOUCHE ||Executive NonIndependent Director & CFO ||22-08-2020 || |
Pursuant to the provisions of the Companies Act 2013 and as per Listing Agreementwhere ever applicable evaluation of every Director's performance was done by Nominationand Remuneration Committee. The performance evaluation of Non-Independent Directors andthe Board as a whole Committees thereof was carried out by Independent Directors.Evaluation of Independent Directors was carried out by the entire Board of Directorsexcluding the Director being evaluated. The performance evaluation of the Chairman of theCompany was also carried out by Independent Directors taking into account the views ofthe Executive Director and Non-Executive Directors. Structured questionnaires wereprepared in accordance with the applicable provisions on Board Evaluation covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the Directors to discharge their duties etc. werecirculated to the Directors for the evaluation process. All Directors unanimouslyexpressed that the evaluation outcome reflect the overall engagement of the Board and itsCommittees with the Company and its management and they are fully satisfied with the same.
The Company has received declarations from each of the Independent Directors confirmingthat they meet the criteria of independence as provided in sub-section 6 of Section 149 ofthe Companies Act 2013.
The details of familiarization programme for Independent Directors have been disclosedon website of the Company and are available at the website www.manvijay.com.
The details of Policy on appointment of Directors and Senior Management Policy onRemuneration of Directors and Policy on Remuneration of Key Managerial Personnel andEmployees have been disclosed on website of the Company and are available at the websitewww.manviiay.com
KEY MANAGERIAL PERSONNEL (KMP):
The Company has following persons as Key Managerial Personnel under the Companies Act2013:
|Sr. No Name ||Designation |
|1. Yatin Sanjay Gupte ||Managing Director |
|2. Sneha Harshavardhan Shouche (Appointed on 03-10-2019) ||Chief Financial Officer |
|3. Ms. Jaya Ashok Bhardwaj (Appointed on 21-06-2019) ||Company Secretary and Compliance officer |
NUMBER OF MEETING OF BOARD OF DIRECTORS:
During the year Eleven Board Meetings were held during the year i.e. from 1stApril 2019 to 31st March 2020 on the following dates:
1. 22nd May 2019 2. 21st June 2019 3. 10th August2019 4. 3rd October 2019 5. 9th October 2019 6. 18thOctober 2019 7. 14th November 2019 8. 11th December 2019 9. 13thFebruary 2020 10. 9th March 2020 11. 20th March 2020
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 Secretarial Standards - 1 (SS-1) issued by the Institute of CompanySecretaries of India.
COMPOSITION AND ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUALGENERAL MEETING ("AGM"):-
|Name of Director ||Designation ||No. of Board Meeting ||Attendance at last AGM held on 28th September 2019 |
| || ||Eligibility to attend ||Attended || |
|Mr. Nitin Manohar Pradhan (Resigned on 03rd October 2019) ||Managing Director ||4 ||4 ||Yes |
|Mr. Prabhakar Shankar Patil (Resigned on 03rd October 2019) ||Executive Director ||4 ||4 ||Yes |
|Mr. Dilip Madhusudan Joshi (Resigned on 09th October 2019) ||Non-Executive Independent Director ||5 ||4 ||Yes |
|Ms. Dolly Dhandhresha (Resigned on 09th October 2019) ||Non-Executive Independent Director ||5 ||4 ||Yes |
|Mr. Harish Venkatesh Kharvi (Resigned on 09th October 2019) ||Non-Executive Independent Director ||5 ||4 ||No |
|Mr. Yatin Sanjay Gupte (Appointed on 3rd October 2019) ||Managing Director ||7 ||7 ||No |
|Mr. Deepak Raval (appointed on 3rd October 2019 & resigned on 13th June 2020) ||Non-Executive Non Whole Time Independent Director ||7 ||6 ||No |
|Mrs. Sheetal Bhalerao (appointed on 3rd October 2019 & resigned on 11th December 2019) ||Woman Non Executive Non Whole Time Independent Director ||3 ||3 ||No |
|Mr. Sajidhusain Ismailmiya Malek (appointed on 11th December 2019 & resigned on 13th June 2020) ||Non-Executive Non Whole Time Independent Director ||4 ||4 ||No |
|Mrs. Devyani Gupta (Appointed on 3rd October 2019) ||Non-Executive Non Whole Time Independent Director ||4 ||3 ||No |
|Mr. Bhargav Govindprasad Pandya (Appointed on 13th June 2020) ||Non-Executive Non Whole Time Independent Director ||0 ||0 ||No |
|Mr. Mukeshkumar Bapulal Kaka (Appointed on 13th June 2020) ||Non-Executive Non Whole Time Independent Director ||0 ||0 ||No |
COMMITTEES OF THE BOARD:
During the year under review seven meetings were held on the following dates:
1. 22nd May 2019 2. 10th August 2019 3. 03rdOctober 2019 4. 09th October 2019
5. 14th November 2019 6. 13th February 2020. 7. 9thMarch 2020.
The recommendation by the Audit Committee as and when made to the Board has beenaccepted by it. All members of the Audit Committee possess strong knowledge of accountingand financial management. The Chairman the Managing Director Chief Financial Officerthe Internal Auditors and Statutory Auditors are regularly invited to attend the AuditCommittee Meetings. The Company Secretary is the Secretary to the Committee. The Board hasaccepted all recommendations made by the Audit Committee from time to time.
The details of attendance at the Audit Committee meetings held during the year are asunder:
|Name of the Director ||Designation ||No of Audit Committee Meetings |
| || ||Eligibility to attend ||Attended |
|Mr. Dilip M Joshi (Resigned on 09th October 2019) ||Non-executive Independent ||4 ||3 |
|Mr. Nitin M Pradhan (Resigned on 03rd October 2019) ||Managing Director ||3 ||3 |
|Ms. Dolly Dhandhresha (Resigned on 09th October 2019) ||Non-executive Independent ||4 ||3 |
|Mr. Harish Venkatesh Kharvi (Resigned on 09th October 2019) ||Independent Director ||4 ||3 |
|Deepak Raval (Appointed on 03rd October 2019) (Resigned on 13th June 2020) ||Non-Executive Non Whole Time Independent Director ||5 ||4 |
|Yatin Sanjay Gupte (Appointed on 03rd October 2019) ||Executive Director ||5 ||4 |
|Sheetal Bhalerao (Appointed on 03rd October 2019) (Resigned on 11th December 2019) ||Woman Non Executive Non Whole Time Independent Director ||3 ||2 |
|Sajidhusain Ismailmiya Malek (Appointed on 11th December 2019) ||Non-Executive Non Whole Time Independent Director ||2 ||2 |
Nomination and Remuneration Committee:
During the year under review Three Nomination and Remuneration Committee meeting heldon
1. 03rd October 2019 2. 09th October 2019 3. 14thNovember 2019
|Name of the Director ||Designation ||No. of NRC Meetings |
| || ||Eligibility to attend ||Attended |
|Mr. Dilip M Joshi (Resigned on 09th October 2019) ||Non-executive Independent Director ||2 ||1 |
|Ms. Dolly Dhandhresha (Resigned on 09th October 2019) ||Non-executive Independent Director ||2 ||1 |
|Mr. Harish Venkatesh Kharvi (Resigned on 09th October 2019) ||Non-executive Independent Director ||2 ||1 |
|Deepak Raval (Appointed on 03rd October 2019) ||Non-Executive Non Whole Time Independent Director ||3 ||2 |
|Sheetal Bhalerao (Appointed on 03rd October 2019) (Resigned on 11th December 2019) ||Woman Non Executive Non Whole Time Independent Director ||3 ||2 |
|Devyani Gupta (Appointed on 03rd October 2019) ||Non-Executive Non Whole Time Independent Director ||3 ||2 |
|Sajidhusain Ismailmiya Malek (Appointed on 11th December 2019) ||Non-Executive Non Whole Time Independent Director ||0 ||0 |
Stakeholders Relationship Committee
Pursuant to the Companies Act 2013 and the Listing Regulations the Company hasconstituted a Stakeholders Relationship Committee. The Committee looks into the grievancesof security holders of the Company. During F.Y 2019-2020 No complaints from investorswere received on any matters there was one remat request received from the shareholderswhich has been resolved. During the year Stakeholders Relationship Committee meeting washeld on 09th October 2019 & 13th February 2020.
|Name of the Director ||Designation |
|Mr. Dilip M Joshi (Resigned on 09th October 2019) ||Non-executive Independent Director |
|Mr. Nitin M Pradhan (Resigned on 03rd October 2019) ||Managing Director |
|Ms. Dolly Dhandhresha (Resigned on 09th October 2019) ||Non-executive Independent Director |
|Mr. Harish Venkatesh Kharvi (Resigned on 03rd October 2019) ||Non-executive Independent Director |
|Devyani Gupta (Appointed on 03rd October 2019) ||Non-Executive Non Whole Time Independent Director |
|Yatin Sanjay Gupte (Appointed on 03rd October 2019) ||Non-Executive Non Whole Time Independent Director |
|Name of the Director ||Designation |
|Deepak Raval (Appointed on 03rd October 2019) (Resigned on 13th June 2020) ||Non-Executive Non Whole Time Independent Director |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year the Company has not made any guarantees or securities. However thedetails of the same are provided in the financial statement.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The Related Party Transactions entered into during the year were in the Ordinary Courseof Business and on arms' length basis. Apart from the transaction held in the ordinarycourse business the transaction entered with the related parties were under compliancewith the provisions of section 188 of the Companies Act 2013. All the related partytransactions have been approved by the Audit Committee of the Company. The Policy onmateriality of related party transactions and on dealing with related party transactionsas approved by the Board the Directors draw attention of the members on the financialstatement which sets out related party disclosures in notes to the financial statementsfor the year ended 31st March 2020. The Form AOC-2 as per Annexure 3 sets outparticulars of contracts/arrangements entered into by the company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:
- In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
- The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year ended 31st March 2020.
- The Directors have taken sufficient and proper care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting material fraud andother irregularities.
- The Directors have prepared the Annual Accounts on a going concern basis.
- There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
- That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
INTERNAL FINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2019-20. During the year under review no material or serious observations havebeen received from the Auditor of the Company for inefficiency or inadequacy of suchcontrols.
The Company has established a vigil mechanism by adopting a Vigil Mechanism Policy forstakeholders including directors and employees of the Company and their representativebodies to report genuine concerns in the prescribed manner to freely communicate theirconcerns / grievances about illegal or unethical practices in the Company actual orsuspected fraud or violation of the Company's Code or Policies. The vigil mechanism isoverseen by the Audit Committee and provides adequate safeguards against victimization ofstakeholders who use such mechanism. It provides a mechanism for stakeholders to approachthe Chairman of Audit Committee or Chairman of the Company Chief Financial Officer.During the year no such incidence was reported and no person was denied access to theChairman of the Audit Committee. The Mechanism of the Company is available at web linkwww.manvijay.com.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. Presently Regulation 21 of the SEBI (LODR) withrespect to Risk Management Committee is not applicable to your Company. The Managementevaluated various risks and that there is no element of risk identified that may threatenthe existence of the Company.
The audited financial statement of the Company prepared in accordance with relevantAccounting Standards (AS) issued by the Institute of Chartered Accountants of India formspart of this Annual Report. The Compliance Officer will make these documents availableupon receipt of a request from any member of the Company interested in obtaining the same.
The Company has appointed M/s. VCA & Associates Chartered Accountants Vadodara tofill the casual vacancy caused due to resignation of M/S. G. P. Kapadia & Co.Chartered Accountants ) (pursuant to change of management of the Company & pursuantto successful completion of Open Offer by the Acquirer) after Members approval in its EOGMheld on 18th January 2020.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. VCA & Associates. (FirmRegistration Number 114414W) Chartered Accountants Vadodara hold office up to theconclusion of the ensuing Annual General Meeting of the Company. However theirappointment as Statutory Auditors of the Company is subject to ratification by the membersat every Annual General Meeting. As required under the provisions of Section 139(1) and141 of the Companies Act 2013 read with the Companies (Accounts and Auditors) Rules2014 the Company has received a written consent and certificate from the above auditorswhose appointment is proposed to be ratified to the effect that they are eligible tocontinue as Statutory Auditor of the Company. Necessary resolution for ratification ofappointment of the said Auditor is included in this Notice.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
SECRETARIAL AUDIT REPORT:
A Secretarial Audit Report for the year ended 31st March 2020 in prescribedform duly audited by the Practicing Company Secretary Firm M/s. Santoshkumar K Pandey isannexed herewith and forming part of the report as Annexure 6. There is no qualificationor adverse remark in the Secretarial Audit Report issued by the above named firm hencedoesn't require any comments from the Directors on the same.
As per SEBI (LODR) Regulations 2015 under Regulation 24A of the material unlistedsubsidiary company (i.e. M/s. Property Trading of India Limited) Secretarial Audit Reportfor the year ended 31st March 2020 in prescribed form duly audited by thePracticing Company Secretary Mr. Santoshkumar Pandey is annexed herewith and forming partof the report as Annexure 7.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your company involves low energy consumption. Adequate measures have however been takento conserve energy efficient equipment with latest technologies. As the cost of energyconsumed by the Company forms a very small portion of the total costs the impact ofchanges in energy cost on total cost is insignificant. Therefore the particulars relatingto the Conservation of Energy Technology Absorption as per 134(3) (m) of the CompaniesAct 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are not given.
Further the Company has not earned nor spends foreign exchange during the year underreview.
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure 4 to this Report.
Details of employee remuneration as required under provisions of Section 197(12) of theCompanies Act 2013 read with Rule5 (2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company 21 days before the Annual General Meeting during working hours and shall bemade available to any shareholder on request. Such details are also available on yourCompany's website at: www.manvijay.com.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report in Annexure 5.
DISCLOSURE OF COST RECORDS:
During the year under review the provisions of section 148 of the Companies Act 2013is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no significant and material orders passed by the regulators or courts ortribunals which may impact the going concern status of the Company and its operations infuture.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
There was no incident which would affect the Company's financial position between theend of the financial year of the Company and the date of this report except as disclosedelsewhere in this report. However Company has increased its paid-up capital of theCompany from 73 25000 Equity Shares to 2 19 43200 Equity Shares. The funds will beutilized for its manufacturing brand building general corporate purpose expansion ofits business activities product wise & geographical region wise.
Towards the end of March 2020 many of the States/Union Territories across the countryin view of the heightened concern over the spread of Corona Virus ('COVID-19") issueddirectives inter-alia to facilitate work from home for majority of its employees. In linewith the lockdown announced by the Central Government all offices of the Company wereclosed from 25th March 2020 providing employees facility to "Work fromHome" to ensure continuity of operations of the Company.
MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:
During the year under review performance evaluation of the Board as a whole and thatof its Committees and Individual Directors have been carried out as per the provisions ofthe Companies Act 2013. All Independent Directors of the Company at their meeting andhave evaluated the performance of the Board as a whole Committees of Board the Chairmanof the Company and the Non-Independent Directors as per the criteria adopted by the Board.The performance evaluation of the Board was based on various parameters such asqualification of Board Members their diversity of experience and background whether theMembers of the Board met all applicable independence requirements sufficient number ofBoard meetings and Committee meetings etc. The performance of the individual Directors wasevaluated on parameters such as qualifications experience independence participation inBoard Meetings and Committee Meetings etc. The evaluation of the Independent Directorswas carried out by the entire Board excluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website.
The Company has appointed "VRCA & Associates" Chartered Accountants asInternal Auditor of the Company.
Corporate Governance is essentially a system by which companies are governed andcontrolled by the management under the direction and supervision of the board in the bestinterest of all stakeholders. Your Company continues to place greater emphasis on managingits affairs with diligence transparency responsibility and accountability and iscommitted to adopting and adhering to best Corporate Governance Practices.
The Board considers itself as a trustee of its shareholders and acknowledges itsresponsibilities towards them for creation and safeguarding their wealth. The Company hasset itself the objective of expanding its capacities. As a part of its growth strategy itis committed to high levels of ethics and integrity in all its business dealings thatavoid conflicts of interest. In order to conduct business with these principles theCompany has created a corporate structure based on business needs and maintains a highdegree of transparency through regular disclosures with a focus on adequate controlsystems.
However as per provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 providing a separate report on Corporate Governance underRegulation 27 (2) is not applicable to the Company for F.Y 2019-2020.
CODE OF CONDUCT
Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof a Directors as laid down in the Companies Act 2013.
The Board has adopted a Code of Conduct for all Directors and Senior Management of theCompany and the same has been placed on Company's website at http://www.manviiav.com
WHISTLE BLOWER POLICY
The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formalmechanism to the Directors employees and its stakeholders to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. Protected disclosures can be made by a whistleblower throughseveral channels. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee.
INFORMATION UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (P REVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
During the year under review no such complaints have been filed for sexual harassmentand there are no pending cases.
No fraud has been reported during the audit conducted by the Statutory Auditors andSecretarial Auditors of the Company. During the year under review no revision was made inthe previous financial statement of the Company. During the year under review the Companyhas changed its nature of business activities changed its name change in control &management of the Company change in its entire board/KMP and change in statutoryauditors.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013:
There was no incident which would affect the Company's financial position between theend of the financial year of the Company and the date of this report except as disclosedelsewhere in this report.
SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any outstanding shares in the suspense account and is notrequired to maintain any Suspense Account or Unclaimed Account as required under ScheduleV of SEBI (LODR).
Indian Accounting Standards 2015
The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under section 133 of the Act Companies (Indian AccountingStandards) Rules 2015 and other relevant provisions of the Act.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given on 10 April 2015 by Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1st July 2015. These Secretarial Standards were then revisedand were made effective from 1st October 2017. The Company is in compliance with the same.
INFORMATION SUPPLIED TO THE BOARD
The Board is presented with relevant information on various matters related to theworking of the Company especially those that require deliberation at the highest level.
Presentations are also made to the Board by functional heads on important matters fromtime to time. Directors have separate and independent access to the officers of theCompany. In addition to items required to be placed before the Board for its noting and/orapproval information is provided on various significant items. The independent directorsof the Company met on 13th February 2020 and expressed their satisfaction on the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.The framework of succession planning for appointment of Board/Management is placed beforethe Board for its review. The Board periodically reviews compliance reports with respectto the various laws applicable to the Company as prepared and placed before it by theManagement.
INDEPENDENT DIRECTORS' MEETING
The Ministry of Corporate Affairs vide General circular no. 11 dated 24 March 2020granted relaxation in compliance with holding separate meeting of independent directorwithout attendance of nonindependent directors and members of the management forFY2019-20.
COMPLIANCES REGARDING INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015 as amended theCompany has a Board approved code of conduct to regulate monitor and report trading byinsiders ('Code of Conduct') and a Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information ('Code of Fair Disclosure'). The Board at itsmeeting held on 18th October 2019 revised the Code of Conduct to regulate monitor andreport trading by Insiders in line with the requirements of SEBI (Prohibition of InsiderTrading) Amendment Regulations 2019.
DETAILS OF CAPITAL MARKET NON-COMPLIANCE IF ANY
The Company has complied with all the applicable legal requirements and no penalty orstricture has been imposed on the Company by any of the stock exchanges SEBI or any otherstatutory authority in any matter related to capital markets during the last threeyears.
SHARE TRANSFER SYSTEM
SEBI amended regulation 40 of the SEBI Listing Regulations prohibiting transfer ofsecurities (except transmission or transposition of shares) in physical form from 1 April2019. During F.Y 2019-2020 no shares were transferred in the physical form.
Certain statements in the Directors' Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include man and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic development within India and other incidental factors.
Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
We warmly thank all our employees for their contribution to your Company's performance.We applaud them for their superior levels of competence dedication and commitment to yourCompany.